Operations

Welcome to StepStone Private Credit
Thank you for expressing an interest in an offering of StepStone Private Credit Fund LLC (“SCRED”) or StepStone Private Credit Fund SP (the “SCRED SP Feeder”). By clicking Agree below you hereby acknowledge and agree that the information made available to you through this website (the “Website”), or directly from SCRED, SCRED SP Feeder, StepStone Group Private Debt LLC (the “Adviser”) or their affiliates (together with StepStone Group LP, SCRED, SCRED SP Feeder and the Adviser, “StepStone”) (collectively, the “Materials”) is provided to you on a confidential basis. The Materials contain confidential or other material non-public information, proprietary, trade secret and other commercially sensitive information, and by accessing information you agree (a) to keep such information strictly confidential and not disclose, disseminate, reproduce or redistribute the information in any format without the express written approval of the Adviser (b) not to trade or otherwise use the information other than to evaluate a prospective SCRED private offering (an “SCRED Offering”) or prospective SCRED SP Feeder private offering (an “SCRED SP Feeder Offering”), (c) upon request of the Adviser, to promptly return to the Adviser any Materials that you have downloaded or received and (d) that in the event you become legally required to disclose any of the Materials, you shall promptly notify the Adviser in writing of such requirement prior to any such disclosure and use reasonable best efforts to obtain a protective order or other appropriate remedy (or, at the Adviser’s request, assist the Adviser, SCRED or SCRED SP Feeder in seeking a protective order or other appropriate remedy) to prevent the disclosure of the Materials. In the event that a protective order or other remedy is not obtained pursuant to clause (d) above, you agree to use reasonable best efforts to obtain assurance that confidential treatment will be accorded to the Materials disclosed. The Materials are being provided to you subject to the terms of this confidentiality agreement and other applicable provisions of the applicable agreements to which you are or become a party or any offering or other materials to which you may have access. Notwithstanding the foregoing, you may disclose the Materials or portions thereof to those of your attorneys, agents, advisors who need to know such information for the purpose of evaluating an investment in an SCRED Offering or an SCRED SP Feeder Offering for you (it being understood that, before disclosing the Materials or any portion thereof to any such attorneys, agents, advisors, you will inform them of the confidential nature of the Materials and instruct them to not disclose such Materials to any other person); provided, however, that you agree to be responsible for any improper disclosure of Materials or other breach of this confidentiality agreement by such representatives.

Each registrant’s access to this Website is subject to revocation by the Adviser with or without reason.

You agree that you will use the information contained herein and received from StepStone for the sole purpose of evaluating a possible investment in an SCRED Offering or an SCRED SP Feeder Offering, as applicable. Any decision to invest in an SCRED Offering or an SCRED SP Feeder Offering should be made after reviewing the relevant Materials, conducting such investigations as you deem necessary and consulting your own legal, accounting and tax advisors in order to make an independent determination of the suitability and consequences of an investment in such offering. You should not construe the contents of the Materials as legal, tax, investment or other advice. Prior to making an investment decision regarding an SCRED Offering or an SCRED SP Feeder Offering, SCRED, the SCRED SP Feeder or the Adviser will give you the opportunity to ask questions and receive additional information concerning the terms and conditions of such offering and other relevant matters. You should consult your own attorney, business advisor and tax advisor as to legal, business, tax and related matters concerning the Materials and an investment in any SCRED Offering or SCRED SP Feeder Offering.

Investment in any SCRED Offering or SCRED SP Feeder Offering will involve significant risks due to, among other things, the nature of such offering’s investments. Investors should have the financial ability and willingness to accept the risks and lack of liquidity that are characteristic of the investment described on the Website and/or in the Materials. No assurance can be given that any such offering’s investment objective will be achieved or that investors will receive a return of their investment. There is currently no public market for the interests of any SCRED Offering or SCRED SP Feeder Offering, and such interests will be subject to significant liquidity restrictions.

Unless otherwise indicated, all Materials are as of the date indicated therein and will not be updated or otherwise revised to reflect information that subsequently becomes available, or circumstances existing or changes occurring after such date. The posting of any Materials does not imply that the information contained therein is correct as of any time subsequent to the date of such Materials. No StepStone entity is under any obligation to update the information contained on this Website or to notify registrant of any subsequent update to this Website. Furthermore, before the final closing of any SCRED Offering or SCRED SP Feeder Offering, SCRED, the SCRED SP Feeder and the Adviser reserve the right to modify any of the terms of the relevant offering and the beneficial interests described herein.

Interests in the SCRED Offering are being offered and sold under the exemption provided by Section 4(a)(2) of the U.S. Securities Act of 1933, as amended, and/or Rule 506 of Regulation D promulgated thereunder (“Regulation D”) and other exemptions of similar import in the laws of the U.S. states and other jurisdictions where the offering will be made. Interests in the SCRED Offering and the SCRED SP Feeder Offering are being offered solely to investors that are “accredited investors,” as defined in Rule 501(a) of Regulation D. Neither the interests in the SCRED Offering nor the interests in the SCRED SP Feeder Offering have been, nor will they be, registered under the U.S. Securities Act of 1933, as amended, or qualified under any applicable U.S. state statutes. Neither the interests in the SCRED Offering nor the interests in the SCRED SP Feeder Offering have been approved or disapproved by the U.S. Securities and Exchange Commission, any state securities commission or other U.S. or foreign regulatory authority, nor have any of the foregoing authorities passed upon or endorsed the merits of any offering by SCRED or by SCRED SP Feeder or the accuracy or adequacy of the Materials. Any representation to the contrary is unlawful.

By clicking “Agree” you also indicate and represent that:

• you are the person applying/who applied for the password to log in to the Website, or an authorized agent of such person, and agree to not share any password assigned to you by StepStone with any other person; and
• you did not become aware of any SCRED Offering or SCRED SP Feeder Offering through any general solicitation or general advertising and agree to not proceed with making an investment in any SCRED Offering or SCRED SP Feeder Offering if you were made aware of, or offered an investment in, any SCRED Offering or SCRED SP Feeder Offering through any general solicitation or general advertising; and
• you are an “accredited investor,” as defined in Rule 501(a) of Regulation D; and
• you have reviewed and agree to abide by, and have abided by, each of the terms of this Notice.